Directors Report of GFL Financials India Ltd.

The Directors have pleasure in presenting the Annual Report together
with the Audited Accounts of the Company for the year ended 31st March,
2015.

FINANCIAL RESULTS

Your Company financial performance during the year 2014-15 is
summarized below:
(Rs. In AMT.)

Particulars Year Year
2014-2015 2013-2014

TOTAL REVENUE 4571597 3576186

TOTAL EXPENDITURE 4675553 3471469

Profit Before Tax -103956 104717

Less: Taxation - 30000

Profit After Tax~ -103956 7471r

OPERATIONS

The Company performed satisfactorily as compared to last year.

SHARE CAPITAL

During the year under review, the Company, neither increased nor
decreased its Equity. REVISION IN FIN. STATEMENTS OR BOARD'S REPORT
U/S 131(1) OF THE CO. ACT, 2013

In terms of Section 131 of the Companies Act, 2013, the Financial
Statements and Board's Report are in compliance with the provisions of
Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial
years.

DIVIDEND

Your Directors do not recommend any dividend on equity shares for the
year ended March 31,2015.

PUBLIC DEPOSITS

The Company has not invited any deposits from the public within the
provisions of Chapter V of the Companies Act, 2013 (hereinafter "the
Act" and any reference of section pertains to sections of this Act in
this Annual Report unless stated otherwise) read with the Companies
(Acceptance of Deposits) Rules, 2014.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY AND ASSOCIATE
COMPANIES:

As per Sections 2(87) and 2(6) of the Companies Act, 2013 and as on
date, the Company neither has any Subsidiary Company nor any Associate
Company and hence, do not call for any disclosure under this head.

AUDITORS

M/s. Harshit Shah & Associates, Chartered Accountants, Statutory
Auditors of the Company retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.
The Company has received the Certificate under Section 139(1) of the
Companies Act, 2013 read with Companies (Audit and Auditors), Rules,
2014 from the Auditor.

Your Directors recommend re-appointment M/s. Harshit Shah & Associates,
Chartered Accountants, (FRN 135095W) as the Statutory Auditors of the
Company for the current financial year and fixation of his
remuneration.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, M/s Ramesh Chandra Bagdi &
Associates,Indore, Company Secretaries in Whole-time practice was
appointed to conduct Secretarial Audit for the year ended 31st March,
2015.

M/s Ramesh Chandra Bagdi, Practising Company Secretaries has submitted
Report on the Secretarial Audit forms a part of this report as
ANNEXURE-A.

AUDITORS' REPORT -STATUTORY AND SECRETARIAL

The Auditors' Report on the financial statement and Secretarial Audit
Report for the current year is self- explanatory, therefore does not
require any further explanation.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 and Rule 13 of The
Companies (Accounts) Rules, 2014, the Board of Directors of the Company
is under process to appoint internal auditors. However, in the opinion
of the Board and size of the company, it is not necessary to appoint
internal auditor.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT - 9, as provided under Section
92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 is annexed hereto as
ANNEXURE-B with this report and shall form part of the Board's Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF

During the year under review various meetings of the Board of Directors
and Committees was held for various purposes which were in compliance
with the provisions of the Companies Act, 2013, rules made there under
and Clause 49 of the Listing Agreement entered into between the Company
and the Bombay Stock Exchange. Further the details of such meetings of
the Board and Committees thereof are mentioned in the Report on
Corporate Governance which is annexed as ANNEXURE-C with this Report
and shall form part of the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board comprises of efficient and able directors who have vast
experience in this line of business.. The brief details of all members
of Board are annexed to this report as ANNEXURE-C.

The following persons are Key Managerial Personnel of the Company

At the time of appointment, all the disclosures and declarations
pursuant to Section 164(2) of the Companies Act, 2013 and Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014,
none of the Directors of the Company is disqualified from being
appointed as Director. Further, all intimations pertaining to such
appointments made during the year has been given to Stock Exchange
where the shares of the Company are listed and also the relevant
records are duly updated with the Registrar of Companies, Gwalior M.
P., wherever required.

RE-APPOINTMENT OF DIRECTORS BY ROTATION

During the year Darshan Bhatt, director of the company retires by
rotation and being eligible offers himself for re- appointment. (The
details regarding his re-appointment as per Listing Agreement is given
in the Notice.

APPOINTMENT/RE-APPOINTMNET OF INDEPENDENT DIRECTORS AND STATEMENT OF
DECLARATIONS BY INDEPENDENT DIRECTOR

The Company, as on 31st March, 2015, has following Independent
Directors;

a) Mr. Naresh N Shah, DIN: 02490542

b) Mr. Darshan Bhatt, DIN: 06663300

All the Independent Directors are well appointed on the Board of
Company in compliance with the Companies Act, 2013 and the Listing
Agreement entered into by the Company with Stock Exchange. Further, all
Independent Directors shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years after passing a special resolution by
the Company and disclosure of such appointment in the Board's Report.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence under sub-section (6) of section 149 of the Act and Clause
49 of the Listing Agreement entered into by the Company with the Stock
Exchanges.

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The directors will be introduced to all the Board members and the
senior management personnel such as Chief Financial Officer, Company
Secretary and Various Department heads individually to know their roles
in the organization and to understand the information which they may
seek from them while performing their duties as a Director. And meeting
may be arranged for Independent Directors with aforesaid officials to
better understand the business and operation of the Company. As part of
continuous updating and familiarization with the Company, every
Independent Director will be taken for visits to the factory or
manufacturing units and other branch of the company where officials of
various departments apprise them of the operational and sustainability
aspects of the plants to enable them to have full understanding on the
activities of the Company and initiatives taken on safety, quality etc.
The Company may also circulate new and articles related to the industry
from time to time and may provide specific regulatory updates.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In due compliance with the provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement entered into between the Company and
the Bombay Stock Exchange, a separate meeting of Independent Directors
was held on 12/02/2015

PERFORMANCE EVALUATION BY INDEPENDENT DIRECTORS

The Independent Directors in their meeting have reviewed the
performance of Non- Independent Directors and Board as a whole
including reviewing the performance of the Chairperson of the company
taken into account the views of Executive Directors and Non- Executive
Directors. The said policy including above said criteria for the
evaluation of the Board, individual directors including independent
directors and the committee of the board has been laid down under
Nomination, Remuneration and Evaluation Policy given in the Report on
Corporate Governance which is annexed as ANNEXURE-C with this report
and shall form part of the Board's report.

FORMAL ANNUAL EVALUATION

Pursuant to section 134 (3) (p) of the Companies Act, 2013 and Rule
8(4) of Companies (Accounts) Rules, 2014 and Clause 49 IV (b) of
Listing Agreement, the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
its Committees as per the criteria laid down in the Nomination,
Remuneration and Evaluation policy. The said policy including above
said criteria for the evaluation of the Board, individual directors
including independent directors and the committee of the board has been
laid down in the Corporate Governance Report, which form part of this
report.

During the year under review, it was found, there were no orders passed
regarding the going concern status of the Company. The Company is
operating in an efficient manner. In future there will not be any
issues relating to the going concern status of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Company has a proper internal control system, which provides
adequate safeguards and effective monitoring of the transactions and
ensures that all assets are safeguarded and protected against loss from
unauthorized use or disposition. The Company has an internal audit
system from an outside agency, which ensures that the Company's control
mechanism is properly followed and all statutory requirements are duly
complied with. Moreover, the audit committee of the Company comprising
of independent directors regularly reviews the audit plans, adequacy of
internal control as well as compliance of accounting standards. Also
the M.D. has the responsibility for establishing and maintaining
internal controls for financial reporting and that they also have the
overall responsibility to evaluate the effectiveness of internal
control systems of the company pertaining to financial reporting and
they have to disclose to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if
any, of which they are aware and the steps they have taken or propose
to take to rectify the deficiencies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

During the year under review, the Company, has neither given any Loans
nor provided any Guarantees nor made any Investments under Section 186
of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S
188(1) AND 188(2) OF THE COMPANIES ACT, 2013

The related party transactions are entered into based on considerations
of various business exigencies, such as synergy in operations, sectoral
specialization and the Company's long- term strategy for sectoral
investments, optimization of market share, profitability, liquidity and
capital resources of its group companies. All related party
transactions that were entered introducing the financial year were at
Arm's Length basis and were in the ordinary course of business, the
same were placed before the Audit Committee for the review and noting,
in their respective meetings. There are no materially significant
related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large. Further, as
there are no such transactions inconsistent with sub-section (1) of
section 188 of the Companies Act, 2013, so no AOC-2 is required to be
given in this report.

The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished here under.

SN Particulars Disclosure

1. Conservation of Energy and Power The company continued to accord
consumption priority to conservation of
energy and is continuing its
efforts to utilise energy more
efficiently.

2. Technology Absorption and The company has not absorbed
Research & Development any technology nor any research
& development work has been
carried out.

3. Foreign Exch. - Earnings Nil
Outgo Nil

VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and
transparent manner by adopting highest standards of professionalism,
honesty, integrity and ethical behavior. The Company is committed to
develop a culture in which every employee feels free to raise concerns
about any poor or unacceptable practice and misconduct. In order to
maintain the standards has adopted lays down this Whistle Blower Policy
to provide a framework to promote responsible and secure whistle
blowing. The Board of Directors of your Company has adopted the Vigil
Mechanism and Whistle Blower Policy in compliance of Companies Act,
2013 and Clause 49(F)(3) of Listing Agreement. The same forms part of
Company's Code of Conduct.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company neither has any holding nor is any subsidiary company,
therefore, disclosure under Section 197 (14) of the Companies Act, 2013
not applicable.

MANAGERIAL REMUNERATION

During the year under review, none of the Directors of your Company
were paid any remuneration; therefore, disclosure under Sections 196
and 197 of the Companies Act, 2013 and rules made there under is not
applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued any shares with differential voting rights
and accordingly the provisions of Section 43 read with Rule 4(4) of the
Companies (Share Capital and Debentures) Rules, 2014 of the Companies
Act, 2013 and rules framed there under are not applicable for the year.

DETAILS OF SWEAT EQUITY SHARES

The company has not issued any sweat equity shares and accordingly the
provisions of Section 54 read with Rule 8(13) of the Companies (Share
Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and
rules framed there under are not applicable for the year.

DETAILS OF EMPLOYEES STOCK OPTION SCHEME

The company has not granted stock options and accordingly the
provisions of Section 62(1)(b) read with Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013
and rules framed there under are not applicable for the year.

DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED

The company has not made any provision of money for the purchase of, or
subscription for, shares in the company or its holding company, if the
purchase of, or the subscription for, the shares by trustees is for the
shares to be held by or for the benefit of the employees of the company
and accordingly the provisions of Chapter IV (Share Capital and
Debentures) of the Companies Act, 2013 and rules framed there under are
not applicable for the year.

PARTICULARS OF EMPLOYEES

Employee's relation continued to be cordial throughout the year. Your
Directors wish to place on record their sincere appreciation for the
excellent spirit with which the entire team of the Company worked
together.

During the year under review, none of the employee has received
remuneration of Rs. 5.00 Lacs per month or Rs. 60.00 Lacs per year or
at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than
two percent of the equity shares of the company pursuant to Section 197
(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
hence, do not call for any further details referred to in Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;

* The directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and the loss for the year ended on
that date;

* The directors have taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting fraud and other irregularities;

* The directors have prepared the annual accounts on a going concern
basis:

* The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;

* The Directors has devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating efficiently.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute a Corporate Social
Responsibility Committee due to non fulfillment of any of the
conditions pursuant to section 135 of the Companies Act, 2013.

INVESTOR SERVICES

The company has established connectivity with both the depositories
viz. National Securities Depository Ltd. (NSDL) and Central Depository
Services (India) Ltd. (CDSL). In view of the numerous advantages
offered by the Depository system, members are requested to avail of the
facility of de-materialization of Company's shares on either of the
Depositories as aforesaid.

HUMAN RESOURCES

Your Company considers people as one of the most valuable resources. It
believes in the theme that success of any organization depends upon the
engagement and motivation level of employees. All employees are
committed to their work and proactively participate in their area of
operations. The Company's HR philosophy is to motivate and create an
efficient work force as manpower is a vital resource contributing
towards development and achievement of organisational excellence.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY

Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. Business Risk
Evaluation and Management is an ongoing process within the
Organization. The Company has a robust risk management framework to
identify, monitor and minimize risk as also identify business
opportunities.

The objectives and scope of the Risk Management Committee broadly
comprises:

* Oversight of risk management performed by the executive management;

* Reviewing the Risk Management Policy and Framework in line with Local
legal requirements and SEBI guidelines

* Reviewing risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined cycles.

Report on Corporate Governance and Management Discussion and Analysis
Report, in terms of Clause 49 of the Listing Agreement are annexed as
ANNEXURE-C respectively with this report and shall form part of the
Board's report.

A certificate from Statutory Auditors confirming compliance with the
conditions of Corporate Governance is also annexed to the Corporate
Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board of Directors of the Company has approved and adopted the
"Policy on Prevention of Sexual Harassment at Workplace" to provide
equal employment opportunity and is committed to provide a work
environment that ensures every woman employee is treated with dignity
and respect and afforded equitable treatment. The Company has formed an
Internal Complaints Committee where employees can register their
complaints against sexual harassment. This is supported by the Sexual
Harassment Policy which ensures a free and fair enquiry process with
clear timelines.

Pursuant to Regulation 8 of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, the Board of
Directors has formulated and adopted the "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive
Information" (Code of Fair Disclosure) of the Company. The Board has
also formulated and adopted "Code of Conduct for Prohibition of Insider
Trading" (Code of Conduct) of the Company as prescribed under
Regulation 9 of the said Regulations.

TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer
any amount in the Investor's Education and Protection Fund.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board reconstituted the Nomination and Remuneration Committee in
terms of Section 178 of the Companies Act, 2013, rules made there under
Clause 49 of the Listing Agreement entered into between the Company and
the Bombay Stock Exchange; the Company has adopted a comprehensive
policy on Nomination and Remuneration of Directors on the Board. As
per such policy, candidates proposed to be appointed as Directors on
the Board shall be first reviewed by the Nomination and Remuneration
Committee in its duly convened Meeting. The Nomination and Remuneration
Committee shall formulate the criteria for determining the
qualifications, positive attributes and independence of a Director and
recommend to the Board a policy, relating to the Remuneration for the
Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee shall ensure thatÂ

a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and

c) Remuneration to directors, KMPs and senior management involves a
balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and
its goals.

During the year under review, none of the Directors of the company
receive any remuneration. The composition of Nomination and
Remuneration Committee has been disclosed in the Report on Corporate
Governance.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review, the Company neither had any Subsidiaries
nor Joint Ventures nor Associate Companies.

CODE OF CONDUCT FOR ALL BOARD MEMBERS AND SENIOR MEMBERS AND DUTIES OF
INDEPENDENT DIRECTORS

The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on Company's website. Board Members and Senior Management Personnel
have affirmed the compliance with the Code for Financial Year
2014-2015. A separate declaration to this effect has been made out in
the Corporate Governance Report. The Company has also adopted a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information and Code of Conduct as required under Regulation
(8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES
ACT, 2013

During the year under review, your Directors do not observe any
contract, arrangement and transaction which could result in a fraud;
your Directors hereby take responsibility to ensure you that the
Company has not been encountered with any fraud or fraudulent activity
during the Financial Year 2014-2015.

ACKNOWLEDGEMENTS

Your Directors takes opportunity to show gratitude towards the
assistance and co-operation received from Banks and other Agencies and
Shareholders resulting in good performance during the year under
review.

Your Directors also wish to place on record their deep sense of
appreciation for the dedicated services rendered by Executives, staff
and others of the Company.

For and on Behalf of the Board of Directors of
GFL FINANCIALS INDIA LIMITED

Sd/-
Chairman
Place: INDORE
Date : 29th AUGUST,2015

Mar 31, 2014

The Members,

GFL Financials (INDIA) India Ltd.

Indore (M.P.)

The Directors have pleasure in presenting before you the 22ND ANNUAL
REPORT of the Company together with the Audited Statement of Accounts
for the year ended 31st March,2014.

FINANCIAL RESULTS 2013-2014 2012-2013
In Rs . In Rs.

Turn Over 3576186 2180000

Profit (Loss) Before T ax 104717 29910

Provision for Taxation NIL 10000

Profit (Loss) After Tax 104717 19910

OPERATIONAL HIGHLIGHTS

Due to the depressed Capital & money market the performance of the
Company during the year under review was not as projected, however
Directors are confident of posting the higher of growth in the
operation in the coming years, thereby recovering the losses incurred
in the previous years.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in
terms of Section 58A of the Companies Act, 1956 and pursuant to the
provision of the Non-Banking Financial Companies (Reserve Bank)
Direction 1997.

DIRECTORS

Naresh N shah, Director of the company retires by rotation at this
Annual General Meeting and being eligible, offers himself for
re-appointment.

Vimal Raval and Vishal Shah, directors of the company resigned during
the year under review and Mr. Darshan Bhatt and Mahendra S Shah was
appointed as an additional director.

AUDITORS

M/s. Mehul & Associates, Chartered Accountants, Mumbai, the Auditors of
the Company retire at the conclusion of this Annual General Meeting.
They have shown their unwillingness to continue to be the auditors of
the comapy hence the company approached new auditors andafter receipt
of the consent from them, the Board of directors of the company
appointed M/s Harshit Shah & Associates, Chartered Accountants,
Vadodara as statutory auditors of the company for the audit of F.Y.
2014-2015 subject to the approval of the saheholder in AGM.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to
be furnished as per section 217 (2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 as amended upto
date.

The information under section 217(1) (e) of the Companies Act, 1956 on
Conservation of Energy, Technology Absorption as required to be
disclosed is not applicable to your company since it is engaged in the
business of Financial & Investment Services. During the year under
review the Company has no foreign exchange earnings and outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby report that :

(a) in the preparation of annual accounts, the applicable accounting
standards have been followed;

(b) appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are responsible and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March 2014;

(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities:

(d) annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and
Analysis is annexed to this report. A certificate from Statutory
Auditors with regards to the compliance of the corporate governance, as
stipulated in Clause 49 of the Listing Agreement, by the company is
annexed to this report.

The company has fully complied with all mandatory requirements
prescribed under Clause 49 of the listing agreement. In addition, the
company has also implemented some of the non mandatory provisions of
Clause 49.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the Bankers and
Government for the Co- operations and support by them from time to time
in the operation of the company during the year. The Board also place
on record its deep appreciation for the contribution made by the
employees at all levels.

Place : Indore By order of the Board
Date : 01/09/2014 For GFL Financials (INDIA) Ltd

SD/-
(DEEPA R DALWADI)
Chairman

Mar 31, 2013

To, The Members of GFL Financials (INDIA) India Ltd. Indore (M.P.)

The Directors have pleasure in presenting before you the 18th ANNUAL
REPORT of the Company together with the Audited Statement of Accounts
for the year ended 31st March,2013.

FINANCIAL RESULTS 2012-2013 2011-2012
In Rs. In Rs.

Turn Over 2180000 190,555,270

Profit (Loss) Before Tax 29910 19,217

Provision for Taxation 10000 0

Profit (Loss) After Tax 19910 19,217

OPERATIONAL HIGHLIGHTS

Due to the depressed Capital & money market the performance of the
Company during the year under review was not as projected, however
Directors are confident of posting the higher of growth in the
operation in the coming years, thereby recovering the losses incurred
in the previous years.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in
terms of Section 58A of the Companies Act, 1956 and pursuant to the
provision of the Non-Banking Financial Companies (Reserve Bank)
Direction 1997.

DIRECTORS

Vishal Shah, Director of the company retires by rotation at this Annual
General Meeting and being eligible, offers himself for re-appointment.

Mr. Naresh Rachchh and Mr. Sanjay Savani resigned during the year under
review and Mr. Vimal Kumar S Raval was appointed as an additional
director.

AUDITORS

M/s. Mehul & Associates, Chartered Accountants, Mumbai, the Auditors of
the Company retire at the conclusion of this Annual General Meeting.
They are eligible for reappointment and indicated their willingness to
act as an Auditor, if appointed and the appointment shall be in the
limits prescribed under the provision of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to
be furnished as per section 217 (2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 as amended upto
date.

The information under section 217(1) (e) of the Companies Act, 1956 on
Conservation of Energy, Technology Absorption as required to be
disclosed is not applicable to your company since it is engaged in the
business of Financial & Investment Services. During the year under
review the Company has no foreign exchange earnings and outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby report that :

(a) in the preparation of annual accounts, the applicable accounting
standards have been followed;

(b) appropriate accounting policies have been selected and applied
consistently and judgments and estimates made that are responsible and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March 2013;

(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities:

(d) annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and
Analysis is annexed to this report. A certificate from Statutory
Auditors with regards to the compliance of the corporate governance, as
stipulated in Clause 49 of the Listing Agreement, by the company is
annexed to this report.

The company has fully complied with all mandatory requirements
prescribed under Clause 49 of the listing agreement. In addition, the
company has also implemented some of the non mandatory provisions of
Clause 49.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the Bankers and
Government for the Co- operations and support by them from time to time
in the operation of the company during the year. The Board also place
on record its deep appreciation for the contribution made by the
employees at all levels.

Place : Indore By order of the Board

Date : 01/08/2013 For GFL Financials (INDIA) Ltd

SD/-

(Vishal Shah )

Chairman

Mar 31, 2010

The Directors have pleasure in presenting before you the 18th ANNUAL
REPORT of the Company together with the Audited Statement of Accounts
for the year ended 31st March,2010.

Due to the depressed Capital & money market the performance of the
Company during the year under review was not as projected, however
Directors are confident of posting the higher of growth in the
operation in the coming years, thereby recovering the losses incurred
in the previous years.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in
terms of Section 58A of the Companies Act, 1956 and pursuant to the
provision of the Non-Banking Financial Companies (Reserve Bank)
Direction 1997.

DIRECTORS

Rajendra Thakkar, Director of the company retires by rotation at this
Annual General Meeting and being eligible, offers himself for
re-appointment. Mr. Mukesh Shah and Kirit Shah appointed as additional
Director on 26-11-09 due to resignation of Anish Shah & Devendra Bagdi
from Board of Director of the Company because of pre-occupation.

AUDITORS

M/s. Mehul & Associates, Chartered Accountants, Mumbai, the Auditors of
the Company retire at the conclusion of this Annual General Meeting.
They are eligible for reappointment and indicated their willingness to
act as an Auditor, if appointed and the appointment shall be in the
limits prescribed under the provision of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to
be furnished as per section 217 (2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975 as amended upto
date.

The information under section 217(1) (e) of the Companies Act, 1956 on
Conservation of Energy, Technology Absorption as required to be
disclosed is not applicable to your company since it is engaged in the
business of Financial & Investment Services. During the year under
review the Company has no foreign exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby report that:

(a) in the preparation of annual accounts, the applicable accounting
standards have been followed;

(b) appropriate accounting policies have been selected and applied
consistently and judgements and estimates made that are responsible and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year ended 31st March 2010;

(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities:

(d) annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and
Analysis is annexed to this report. A certificate from Statutory
Auditors with regards to the compliance of the corporate governance, as
stipulated in Clause 49 of the Listing Agreement, by the company is
annexed to this report.

The company has fully complied with all mandatory requirements
prescribed under Clause 49 of the listing agreement. In addition, the
company has also implemented some of the non mandatory provisions of
Clause 49.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the Bankers and
Government for the Co- operations and support by them from time to time
in the operation of the company during the year. The Board also place
on record its deep appreciation for the contribution made by the
employees at all levels.